(Incorporated in the Republic of South Africa)
(Registration number: 1994/000732/06)
JSE code: ESR
Shareholders are advised that Esor has made application to the JSE Limited (“JSE”) to delist the
Company (the “Delisting”), which application was approved by the JSE on 13 May 2020.
The purpose of this announcement is to advise shareholders of the rationale and salient dates
and times of the Delisting.
2. Rationale for the Delisting
2.1. Esor Limit’s major subsidiary Esor Construction (Pty) Ltd was placed into business rescue
on 13 August 2018 and subsequently, Esor Limited was placed into business rescue on 20
November 2018, after a meeting of directors of the Issuer where it was unanimously
resolved that the Issuer be voluntary placed into business rescue proceedings in
accordance with Chapter 6 of the Companies Act, No 71 of 2008. Esor Limited shares was
suspended on 17 August 2018.
2.2. In terms of the Business Rescue proceedings, the Board of Esor Construction (Pty) Ltd
appointed joint business rescue practitioners (“BRPs”) who assumed control of the
Company and commenced the preparation of a business rescue plan in terms of Section
150 of the Companies Act (the “Business Rescue Plan”). The Business Rescue Plan was
approved and adopted by creditors on 5 March 2019.
2.3. In terms of the Esor Limited Business Rescue proceedings, the Board of Esor Limited
appointed the business rescue practitioner (“BRP”) who assumed control of the Company
and commenced the preparation of a business rescue plan in terms of Section 150 of the
Companies Act (the “Business Rescue Plan”).
2.4. The BRP convened a meeting with the major stakeholders of the company on 26 February
2020 at which feedback was provided in relation to the actions taken to date and steps
taken to find a possible investor which have to date proved to be unsuccessful, and
considering the current economic environment is not foreseen soon. The BRP confirmed
that he has determined that, based on the present situation that prevails in South Africa,
it is highly unlikely that a restructuring proposal will be tabled that will provide that value
could be returned to the company’s shareholders. The only possible return might be on a
pro rata basis to the company’s creditors and, consequently, the issued shares of the
Company have no value.
2.5. In addition, ESOR no longer complies, or will no longer be able to comply, with the JSE
Listings Requirements in various material respects including:
• The company does not have a board of directors which complies with the
provisions of the Requirements. The Issuer currently has one executive director
and does not have a financial director and no non-executive directors who all
resigned during 2018;
• no board committees are in existence following the resignations as set out above
and various resignations from key personnel, and therefore Esor does not comply
with the King IV Code on Corporate Governance;
• Esor does not have auditors or a company secretary. KPMG officially resigned as
auditors on 28 February 2020 but has not done work for the Issuer since November
2018 and the company secretary resigned in November 2018;
• Esor has been unable to release audited financial results, with the last financial
results having been released on 31 July 2018 which contained an operating loss of
approximately R300 million (including fair value adjustment) and which is below
the requirement of an audited profit of at least R15 million before taxation and
after taking account of headline earnings adjustments on a pre-tax basis.
• Esor does not comply with paragraph 4.28(a) of the Requirements, being the
requirement to have subscribed capital of at least R50 million since 2018, nor does
Esor comply with paragraph 4.28(c)(i)(a) of the Requirements, being the
requirement to have profit before tax of at least R15 million since 2013.
2.6. Accordingly, the Delisting will be implemented on the dates and times set out in
paragraph 3 below.
3. Salient dates and times
The salient dates and times for the Delisting are as follows:
Last day to trade for the Delisting Monday, 15 June 2020
Record date for the Delisting Friday, 19 June 2020
Removal of Esor Limited listing from the JSE Monday, 22 June 2020
20 May 2020
Vunani Corporate Finance
Date: 20-05-2020 01:00:00
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